STOCK PURCHASE AGREEMENT by and among ROUNDTABLE HEALTHCARE PARTNERS, L.P., ROUNDTABLE HEALTHCARE INVESTORS, L.P., AND THE OTHER STOCKHOLDERS AND OPTIONHOLDERS PARTY HERETO, as Sellers, ICU Medical, Inc., as Buyer,Stock Purchase Agreement • October 6th, 2015 • Icu Medical Inc/De • Surgical & medical instruments & apparatus • New York
THIS STOCK PURCHASE AGREEMENT, dated as of October 5, 2015 (this “Agreement”), is by and among (i) ROUNDTABLE HEALTHCARE PARTNERS, L.P., a Delaware limited partnership (“RT Partners”), in its capacity as a Seller and as the Stockholder Representative (in each case as defined below), ROUNDTABLE HEALTHCARE INVESTORS, L.P., a Delaware limited partnership (“RT Investors”), the other stockholders set forth on Exhibit A hereto (together with RT Partners and RT Investors, the “Stockholders”), (ii) the Optionholders (as defined below) set forth on Exhibit A hereto (the “Optionholder Parties” and, together with the Stockholders, “Sellers”), (iii) ICU Medical, Inc., a Delaware corporation (“Buyer”), and (iv) solely for purposes of Section 3.5, Article VI, Section 7.1, Section 7.2, Section 7.7, Article IX, Article XI and Article XIII, MEDLINE INDUSTRIES, INC., an Illinois corporation (“Medline”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • October 6th, 2015 • Icu Medical Inc/De • Surgical & medical instruments & apparatus • New York
This Asset Purchase Agreement (the “Agreement”) is made as of October 5, 2015, by and between ICU Medical, Inc., a Delaware corporation (the “Seller”), Excelsior Medical, LLC, an Illinois limited liability company (the “Purchaser”) and, solely for purposes of Article 4 and Section 11.10, Medline Industries, Inc., an Illinois corporation (“Guarantor”).
